General Terms and Conditions

§ 1 Area of validity

(1) These Terms of Sale shall exclusively be valid and apply to companies, legal entities under public law or fund assets under public law within the meaning of § 310 paragr. 1 BGB [German Civil Code]. Terms and conditions of the Ordering Party deviating from our Terms of Sale shall only be accepted upon our prior and explicit given consent in writing.

(2) These Terms of Sale shall also apply to all future business transactions with the Ordering Party provided that legal transactions of a related kind are concerned.

§ 2 Offer and conclusion of contract

Should we not have submitted an offer yet, we shall be given a time limit of two weeks in order to comment on your order.

§ 3 Documents ceded for use

We reserve all property rights and copyrights for all documents such as calculations, drawings and the like ceded for use in connection with the Ordering Party’s placing of order. These documents must not be made accessible to Third Parties unless the Ordering Party is given our explicit consent in writing. If we do not accept an order as given under § 2, these documents are to be returned to us without delay.

§ 4 Prices and payment

(1) Unless agreed to the contrary in writing, our prices are quoted ex works, excluding packaging and exclusive of the statutory value added tax in its respectively valid amount. Costs of packaging are invoiced separately.

(2) The purchase price shall only be paid into the account mentioned overleaf. Any deduction of discounts shall be subject to a special agreement in writing.

(3) Unless agreed otherwise, the purchase price is to be paid within 10 days from the date of delivery. Interest on payments in arrears shall be charged at a rate of 8 % per annum above the base interest rate. We reserve the right to assert claims for higher damages caused by default.

(4) Provided that no fixed prices have been agreed upon, we reserve the right to appropriate price changes due to changes in wage costs, material costs and distribution costs for deliveries which are effected 3 months or more after the conclusion of the contract.

§ 5 Compensation and right of retention

The Ordering Party shall only be entitled to the right of compensation if its counterclaims have been determined without further legal recourse or if these are uncontested. The Ordering Party shall only be entitled to exercise its right of retention if its counterclaim is based on the same contractual relationship.

§ 6 Delivery time

(1) The commencement of the delivery time stipulated by us shall be subject to a timely and proper fulfillment of the Ordering Party’s duties. We reserve the right to objections due to nonperformance of the contract.

(2) If the Ordering Party fails to take delivery or if it culpably violates other duties to cooperate, we shall be entitled to claim damages for the damage caused including all possible additional expenses. We reserve the right to any additional claims. Provided that all above mentioned conditions are fulfilled, the risk of accidential destruction or accidential deterioration of the purchased item shall be transferred to the Ordering Party at that point in time when the Ordering Party failed to take delivery or failed to tender delivery by the agreed date.

§ 7 Liability and passing of risk during shipment

(1) We shall only be liable for damage typical for this contract or foreseeable which was caused by us, our legal representatives, employees or vicarious agent due to a violation of substantial obligations under the contract. We shall not be liable for damage caused by the company, its legal representatives, its employees or vicarious agents through slight/simple negligence provided that neither a violation of substantial obligations under the contract nor damage due to an injury of life, body or health are concerned. Those duties, the fulfillment of which make a proper implementation of the contract possible at all and those duties, the observance of which the contracting party can always trust and may trust shall be considered relevant to the contract. We shall only be liable for other damage if this damage was caused by the company, its legal representatives, its employees or vicarious agents wilfully or grossly negligent. Our liability due to imperative provisions of the law such as the German Product Liability Act because of fraudulent intentions or warranty purposes shall remain unaffected thereof.

(2) In cases of delays in delivery which we have neither caused intentionally nor grossly negligently, we shall only be liable for each completed week of delay within an overall compensation for default amounting to 3 % of the delivery value, which, however, shall not exceed 15 % of the delivery value.

If the goods are sent to the Ordering Party upon its request, the risk of accidential destruction or accidential deterioration of the goods shall pass to the Ordering Party when the goods are dispatched or at the latest when the goods leave our works/warehouse. This shall apply regardless of whether the goods are dispatched from the place of performance or who pays the freight costs.

§ 8 Retention of title

(1) We shall reserve the right to property of the delivered item until all claims resulting from the contract for delivery have been paid in full. This shall also apply to all future deliveries, even if we do not explicitly refer to them. We are entitled to take back the purchased item if the Ordering Party acts contrary to the contract.

(2) The Ordering Party shall be obliged to treat the purchased item with care as long as the item has not been transferred into its ownership. In particular, the Ordering Party shall be obliged to adequately insure the purchased item at its own expense against theft, fire damage or water damage at its replacement value. If maintenance or inspection work is to be carried out, the Ordering Party must carry out this work at its own expense and in due time. As long as ownership has not been transferred, the Ordering Party must immediately inform us in writing if the delivered item is subject to an attachment of property or is exposed to other interventions of Third Parties. If this Third Party is not able to reimburse our judicial and extra-judicial costs resulting from a legal action pursuant to § 771 ZPO [German Code of Civil Procedure] and if this Third Party as party liable for costs was subject to attempts in vain for debt enforcement, the Ordering Party shall be liable for the incurred loss.

(3) The Ordering Party shall be entitled to resell these items subject to a retention of title within the normal course of business transactions. The Ordering Party already assigns to us all customer claims amounting to the final invoice amount agreed upon (including VAT) resulting from the resale of the items subject to a retention of title. This assignment shall apply regardless of whether the item purchased was resold without processing work or after this work was done. The Ordering Party shall remain entitled to collect receivables even after the assignment. Our authority to collect receivables by ourselves shall remain unaffected thereof. However, we will not collect receivables as long as the Ordering Party meets its financial obligations from the proceeds received due to sale and is not in default and if in particular no application for the opening of insolvency proceedings has been filed or in cases of cessation of payments.

(4) All processing or remodelling work of the purchased item through the Ordering Party shall always be executed on behalf and by order of us. In this case, the Ordering Party’s expectant right to the purchased item shall also apply to the remodelled item. Provided that the purchased item is processed together with other items which do not belong to us, we acquire a co-ownership of the new item in proportion to the objective value of our purchased item compared with all other items at the time of processing. The same shall apply to cases of mixed items. Provided that the mixing is done in such a way that the Ordering Party's item is considered the main item, it shall be regarded as agreed that the Ordering Party assigns a proportionate co-ownership to us and that it safekeeps this sole ownership or co-ownership for us. For the purpose of securing our claims against the Ordering Party, the Ordering Party also assigns those claims to us which accrue to it due to a connection of the items subject to a retention of title with a property against a Third Party; we already accept this assignment.

(5) We commit ourselves to release all securities which we are entitled to upon the Ordering Party’s request provided that their value exceeds the claims to be secured by more than 20 %.

§ 9 Warranty, notice of defects and recourse / producer recourse

(1) The Ordering Party’s rights to warranty require that the Ordering Party properly meets its obligation to inspect the goods and give notice of a defect pursant to § 377 HGB [German Commercial Code].

(2) Claims based on defects are subject to a period of limitation of 12 months after handing over of the delivered goods to our Ordering Party. All foregoing provisions shall not apply if the German law pursuant to § 438 paragr. 1 no. 2 BGB [German Civil Code] (buildings and building objects), § 479 paragr. 1 BGB [German Civil Code] (right of recourse) and § 634a paragr. 1 BGB [German Civil Code] (construction defects) prescribes longer periods as compulsory. Any return of goods requires our prior consent.

(3) If the delivered goods show a defect despite our utmost care and if this defect already existed at the time of the passing of risk, we will rectify this defect subject to a timely notice of defects at our own option or we will provide replacement goods. We shall always be given the opportunity to supplementary performance within reasonable time. All rights to recourse shall remain unaffected of the foregoing provision without restrictions.

(4) If this supplementary performance fails, the Ordering Party may – without prejudice to claims for damages – withdraw from the contract or reduce the remuneration.

(5) Claims based on defects do not exist in cases of merely insignificant deviation from the quality agreed upon, in cases of insignificant impairment of usability, in cases of normal wear and tear such as damage which occurs after the passing of risk due to incorrect or careless handling, excessive utilization, inappropriate equipment, poor construction work, inappropriate building ground or due to special external influences which were not expected according to this contract. If the Ordering Party or Third Parties carry out improper maintenance work or modifications, no right to claims based on defects shall arise from these works or the consequences arising therefrom.

(6) The Ordering Party’s claims as to the required expenses for a supplementary performance, in particular costs for transportation, road maintenance, labour and material are excluded insofar as the expenses increase due to the fact that the goods delivered by us had later been delivered to a place other than the Ordering Party's place of business unless the transfer corresponds to its intended use.

(7) The Ordering Party’s right to claim recourse against us shall only apply if the Ordering Party has not made agreements with its customer exceeding legally required claims based on defects. Paragr. 6 shall apply accordingly with regard to the Ordering Party’s right to claim recourse against the supplier.

(8) In cases of fraudulent concealment of a defect or when assuming warranty for the quality of goods at the time of the passing of risk in terms of § 444 BGB [German Civil Code], the Ordering Party's rights shall exclusively be determined by legal provisions.

§ 10 Miscellaneous

(1) This contract and all legal relationships of the Parties shall be subject to the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business unless stipulated otherwise in the order confirmation.

(3) All amendments and supplements to this contract shall be made in writing. Verbal side agreements have not been made.

(4) Should certain provisions of this contract be ineffective or become ineffective or be incomplete, all other provisions shall remain unaffected thereof.
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